SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 25, 2018
SANDERSON FARMS, INC.
(Exact name of registrant as specified in its charter)
| Mississippi | 1-14977 | 64-0615843 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 127 Flynt Road | ||||
| Laurel, Mississippi | 39443 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(601) 649-4030
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 – Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 25, 2018, Dianne Mooney notified the Chairman of the Board of Directors and Chief Executive Officer of Sanderson Farms, Inc. (the “Registrant”) that she will retire from the Board of Directors and thus will not stand for re-election at the Registrant’s 2019 Annual Meeting of Stockholders. Ms. Mooney will continue to serve on the Board of Directors until the 2019 Annual Meeting, when her current term will expire. Ms. Mooney’s decision to retire and not stand for re-election is not the result of any disagreement with the Registrant’s operations, policies or practices.
Section 7 — Regulation FD
| Item 7.01 | Regulation FD Disclosure. |
On November 27, 2018, the Company issued a press release regarding the matter referenced above. A copy of the press release is furnished herewith as Exhibit 99.1.
In accordance with General Instruction B.2, the information contained in this Item 7.01 and the attached Exhibit 99.1 is being “furnished” to the SEC and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified as being incorporated therein by reference.
Section 9 — Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibits are furnished with this Current Report:
| Exhibit No. |
Description | |
| 99.1 | Press release of Sanderson Farms, Inc. dated November 27, 2018. | |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release of Sanderson Farms, Inc. dated November 27, 2018. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SANDERSON FARMS, INC.
(Registrant)
| Date: November 28, 2018 | By: | /s/ D. Michael Cockrell | ||||||
| D. Michael Cockrell Treasurer and Chief Financial Officer | ||||||||